Publication

Arcelor, S.A.

International Trade

Acted as counsel to Arcelor, the largest steel producer in the world, several other European steel producers and three large Canadian steel importers in the context of a safeguard inquiry into the importation of certain steel goods conducted by the Canadian International Trade Tribunal.

Bombardier Inc.

International Commercial Arbitration

Acting as counsel to Bombardier in an arbitration claim against DaimlerChrysler AG brought before the International Chamber of Commerce in Paris and involving $1.4 billion in compensation related to the acquisition of DaimlerChrysler's European rail subsidiary.

GlaxoSmithKline Inc.

Patent Infringement

Acted as counsel to GlaxoSmithKline in a suit against generic drug manufacturers Apotex Inc. and Novopharm Limited for infringing GlaxoSmithKline's Canadian patent concerning the use of zidovudine (AZT) in the treatment of AIDS. In December 2002, the Supreme Court of Canada confirmed the validity of GlaxoSmithKline's patent and the existence of infringement.

Government of Canada

Administrative Law / Employment Law

Acting as counsel to the Government of Canada, the Treasury Board and the Deputy Minister of Justice in a claim brought by Department of Justice lawyers from the Vancouver Regional Office for equal rates of pay with their colleagues from the Toronto Regional Office.

Government of Canada

Commercial Contracts

Acted as counsel to the Government of Canada in a claim against Accenture Inc., a leading management consulting and technology services organization.The claim, which exceeded $150 million, involved the alleged breach of contract by Accenture for the delivery of a complex compensation system to the Government of Canada.

Imperial Tobacco Canada

Limited Constitutional Law

Acting as counsel to Imperial Tobacco Canada in its challenge of the constitutionality of the federal Tobacco Act and two regulations adopted thereunder.

Nortel Networks Corporation

Class Actions / Securities

Acting as counsel to Nortel Networks in proposed class action lawsuits in British Columbia, Ontario and Quebec, relating to financial guidance and results announced by the company for 2000 and the first quarter of 2001.

Scotia Capital Inc.

Class Actions / Securities

Acted as counsel to one of the underwriters in the resolution of a complex multi-party class action relating to YBM Magnex International, Inc. and the allegation that hundreds of millions of dollars were lost by investors. Also acted as counsel with respect to related regulatory issues and US class proceedings.

Servier Canada Inc.

Class Actions / Product Liability

Acting as counsel to Servier Canada and other Servier entities in several class action lawsuits in British Columbia, Ontario and Quebec for damages allegedly caused by the consumption of weight loss medication developed, distributed and sold by our clients.

PUBLIC OFFERINGS, MERGERS AND ACQUISITIONS

Capital markets were in turmoil during 2002, making the successful completion of public offerings particularly challenging. Clients valued our business-minded and timesensitive approach in advising both issuers and underwriters.

Despite a difficult capital market environment in 2002, several businesses took advantage of promising opportunities. Clients relied on our ability to provide advice regarding all legal aspects of merger and acquisition transactions on a national scale.

Astral Media Inc.

$220 million

Acted as counsel to Astral Media in its acquisition of certain radio stations from Telemedia Radio Inc. located in the provinces of Quebec, Nova Scotia and New Brunswick.

BCE Emergis Inc.

Amount undisclosed

Acted as counsel to BCE Emergis in the sale of the business assets of BCE Emergis' e-News wire service to CCN Matthews, an affiliate of PIMS Holdings Ltd. of London, England.

BCE Inc.

$4.1 billion

Acted as counsel to the underwriting syndicate led by RBC Capital Markets, Scotia Capital, Credit Suisse First Boston Canada and BMO Nesbitt Burns in a $2.1 billion cross-border public offering by BCE of common shares. Also acted as counsel to the underwriting syndicate led by TD Securities and Merrill Lynch Canada, in a public offering by BCE of debt securities aggregating $2 billion.

Bombardier Capital Funding Limited Partnership

$1.4 billion

Acted as counsel to Bombardier Capital Funding, Bombardier Inc. and Bombardier Capital Inc. in the completion of a dual tranche offering of 500 million 6.125% Notes due in 2007 and 300 million 6.75% Notes due in 2009.

Bombardier Inc.

$235 million

Acted as counsel to Bombardier in a public offering of 9.4 million 6.25% Series 4 Cumulative Redeemable Preferred Shares.

Cable & Wireless Group of Companies

Amount undisclosed

Acted as counsel to the Cable & Wireless Group of Companies in a merger of Cable & Wireless Bartel Limited and Cable & Wireless BET Limited.

Capital Desjardins inc.

$800 million

Acted as counsel to Capital Desjardins in connection with its initial public offering of $500 million 5.552% Series B Senior Notes due in 2012 and $300 million 6.322% Series C Senior Notes due in 2017.

Domtar Inc.

$300 million

Acted as counsel to Domtar in connection with the offering of common shares and warrants of Domtar by Dofor Inc., an indirect wholly-owned subsidiary of Société générale de financement du Québec.

Dundee Wealth Management Inc.

$2.2 billion

Acted as counsel to Dundee Wealth Management and Dundee Bancorp Inc., its controlling shareholder, in the acquisition of StrategicNova Inc.

Nortel Networks Corporation US

1.7 billion

Acted as counsel to Nortel Networks in two cross-border public offerings of 632.5 million common shares and 28,750 Equity Units, respectively.

Power Corporation of Canada / Power Financial Inc.

$300 million

Acted as counsel to the underwriting syndicate led by BMO Nesbitt Burns Inc. in connection with a public offering by Power Corporation of Canada of 6 million preferred shares. Also acted as counsel to the underwriting syndicate led by CIBC World Markets Inc. in connection with a public offering by Power Financial of 6 million preferred shares.

Quebecor Inc. / Quebecor World Inc.

$244.8 million

Acted as counsel to Quebecor and Quebecor World in a secondary public offering by Quebecor of 6.8 million subordinate voting shares of Quebecor World.

RONA inc.

$250 million

Acted as counsel to RONA in connection with its initial public offering of common shares.

Royal Bank of Canada

AUS$400 million

Acted as counsel to Royal Bank of Canada, London Branch, in its issuance of Floating Rate Notes due in 2007 (cleared through Austraclear and listed on the London Stock Exchange) pursuant to Royal Bank's US$12 billion Euro Debt Issuance Programme.

Saputo Inc.

$250 million

Acted as counsel to the underwriting syndicate led by BMO Nesbitt Burns Inc. and National Bank Financial Inc. in connection with a secondary public offering of common shares of Saputo by certain company shareholders.

Stewart Enterprises, Inc.

Amount undisclosed

Acted as counsel to Stewart Enterprises, the third largest US provider of products and  services in the funeral services industry, in the sale of its Canadian operations to Celebris Memorial Services, Inc.

Trilogy Retail Enterprises LP / Chapters Inc.

Amount undisclosed

Acted as counsel to Canada's Commissioner of Competition regarding the effects on competition resulting from the merger of Chapters and Indigo Books & Music, Inc., under the common control of Trilogy Retail Enterprises, and the negotiation of the consent order under which that merger was allowed to proceed.

TSX Group Inc.

$393 million

Acted as counsel to the underwriting syndicate led by Scotia Capital and Goldman Sachs Canada in connection with TSX Group's initial public offering of common shares.

BANKING, FINANCIAL PRODUCTS AND RESTRUCTURING

2002 will be remembered as a year of significant challenges for many of Canada's leading businesses. Our ability to handle the most complex and contentious matters was key to being chosen as counsel in significant refinancings and restructurings.

AgriBio Tech, Inc.

US$590 million

Acted as Canadian counsel to the senior asset-based lenders of US$500 million to AgriBioTech and to Bank of America, the agent and arranger of a US$90 million debtor-in-possession (DIP) financing, in connection with proceedings to restructure AgriBioTech's US$3 billion debt.

Algoma Steel Inc.

$230 million

Acted as counsel to the Bank of America, the agent and arranger of a $230 million asset-based revolving and term credit facility for Algoma Steel, in connection with Algoma Steel's emergence from the Companies' Creditors Arrangement Act restructuring proceedings on January 23, 2002.

Bell Canada International Inc.

$440 million

Acted as counsel to Bell Canada International in a rights offering and overall recapitalization plan.

Bombardier Inc.

$3.75 billion

Acted as counsel to Bombardier and certain of its European subsidiaries in a facility agreement with a syndicate of international financial institutions.

Maksteel Inc.

$225 million

Acted as counsel to the senior asset-based lenders to Maksteel in connection with the Companies' Creditors Arrangement Act and subsequent Bankruptcy and Insolvency Act proceedings.

Supremex Inc. and Mail-Well, Inc.

US$300 million

Acted as Canadian counsel to the agent and arrangers of US$300 million asset-based Canadian and US credit facilities in favour of Supremex and Mail-Well.

Teleglobe Inc.

US$3 billion

Acting as counsel to Teleglobe and certain of its affiliates in its application for creditor protection under the Companies' Creditors Arrangement Act.

Uniforêt Inc.

$300 million

Acting as counsel to Uniforêt and certain subsidiaries in connection with its proposed arrangement under the Companies' Creditors Arrangement Act and the motion filed by US noteholders contesting the composition of the class of US noteholders-creditors. In October 2002, the Québec Superior Court dismissed the motion. Leave to appeal was subsequently denied.

Unisource Worldwide, Inc.

US$600 million

Acted as Canadian counsel to Bank of America and Citicorp, agents and arrangers of a US$600 million asset-based Canadian and US revolving credit facility in favour of Unisource in connection with Bain Capital's purchase from Georgia-Pacific of a 60% stake in Unisource.